EXHIBIT 10.14


                      INTERCHANGE AGREEMENT

                             BETWEEN

               INDIANAPOLIS POWER & LIGHT COMPANY

                               AND

                   ENRON POWER MARKETING, INC.






































                         DATED AS OF: AUGUST 1, 1995 

<PAGE>
                      INTERCHANGE AGREEMENT
                             BETWEEN
               INDIANAPOLIS POWER & LIGHT COMPANY
                               AND
                   ENRON POWER MARKETING, INC.


     THIS AGREEMENT, dated the 1st day of August, 1995, between
Indianapolis Power & Light Company, an Indiana corporation, hereinafter
called "IPL" and ENRON Power Marketing, Inc., a Delaware corporation,
hereinafter called "EPMI", such Parties being hereinafter referred to
independently as "Party" or collectively as "Parties,"

                           WITNESSETH:

     WHEREAS, IPL owns and operates electric generation and transmission
facilities and is engaged in the business of generating, transmitting and
distributing electric power and energy  at retail to consumers and at
wholesale for resale; and

     WHEREAS, EPMI is in the business of marketing electric power and
energy at wholesale for resale in interstate commerce; and

     WHEREAS, IPL is directly interconnected by transmission facilities
operating in parallel with a number of other electric utilities pursuant
to various Interconnection Agreements; and

     WHEREAS, EPMI has been granted authority to purchase and sell
electricity for resale in interstate commerce by the 
Federal Energy Regulatory Commission (FERC) according to the terms of a
FERC order dated December 2, 1993; and

     WHEREAS, the Parties may from time to time wish to sell to, and/or
purchase electric power and energy from, each other to reduce the cost to
their customers by more efficient use of available resources;

     NOW, THEREFORE, the Parties agree as follows:

<PAGE>


                        TABLE OF CONTENTS
                                                  PAGE

ARTICLE I      Deliveries and  Definitions          3

ARTICLE II     General Purpose Energy Transactions  4

ARTICLE III    Negotiated Capacity Transactions     6

ARTICLE IV     General Service Conditions           8

ARTICLE V      Billing                             10

ARTICLE VI     General                             11

EXHIBIT A      IPL Rates-Section 1-General 
                 Purpose Energy                    13

EXHIBIT A      IPL Rates-Section 2-Negotiated
                 Capacity                          14

EXHIBIT B      IPL Recovery of SO2 Allowance Costs 16

EXHIBIT C      EPMI Rates as filed with the FERC   18

<PAGE>
                         ARTICLE I

                   Deliveries and Definitions

     1.01 Deliveries.  Electric energy exchanges between the
Parties shall be three-phase, sixty-hertz energy, delivered at
nominal voltages and Points of Delivery, utilizing facilities
which each Party may furnish, own, contract for, operate and
maintain as may be agreed upon from time to time.  Such energy
exchanges shall be in accordance with the terms of this
Agreement.  All power and energy deliveries between the Parties
shall be made at Points of Delivery defined herein.    

     1.02 Out-of-Pocket Cost (OPC), shall include the cost of
fuel, operation and maintenance, environmental (including, but
not limited to, the cost of SO2 Emission Allowances as identified
in the Clean Air Act Amendments of 1990), unit start-up, taxes,
losses and other expenses incurred that would not have been
incurred if the energy had not been supplied.
     
     1.03 General Purpose Energy is surplus non-firm energy that
is available subject to the supplying Party's discretion at the
time an energy schedule is contemplated by the Parties.  Daily
General Purpose Energy is General Purpose Energy that may be
arranged to provide the supply of electricity for one or more
days.  Hourly General Purpose Energy may be arranged to provide
the supply of electricity scheduled hour-to-hour.

     1.04 Negotiated Capacity is capacity and associated energy
which one Party may purchase from the other Party for the purpose
of obtaining a supply of power during the period covered by a
commitment.  It is intended to provide both Parties with a wide
range of flexibility in structuring transactions which are
mutually beneficial, including negotiable degrees of firmness,
variable capacity charges and variable time durations.

     1.05 Points of Delivery are the points of interconnection
between IPL and an interconnected electric system at which IPL
will receive from and/or deliver energy to, or on behalf of, EPMI
under the terms of this Agreement and as specified at the time of
each transaction.<PAGE>
                         
                    ARTICLE II

          General Purpose Energy Transactions

     2.01 Availability and Compensation.  Each Party may make
General Purpose Energy available at times and in quantities
agreed upon by the Parties when it is economical and practical to
do so under the terms and conditions set forth in this Agreement. 
Compensation for the supply of such General Purpose Energy
transactions shall be made at rates described in Exhibit A (IPL
Rates for Sale of General Purpose Energy and Negotiated Capacity
to EPMI) and Exhibit C (EPMI Rates for Sale of General Purpose
Energy and Negotiated Capacity to IPL) attached hereto and made a
part hereof.   Prior to implementation of a transaction, the
purchasing Party must declare whether it will pay in cash or
return SO2 Allowances in-kind for the consumption of SO2
Allowances directly attributed to such Transaction, if any.  

     2.02  Transmission Arrangements.  All arrangements for
third party transmission service required to deliver or receive
energy at the delivery points defined in Section 1.05 will be
made by EPMI.  Compensation for such third-party transmission
service, if any, and compensation for line losses related to such
service shall be paid for by the purchasing Party, unless
otherwise agreed.
 
     2.03  Implementation.  The purchasing Party may propose a
General Purpose Energy transaction by requesting the other Party
to indicate the amounts of energy available, duration of the
transaction, minimum time before cancellation, price of such
energy.  The Parties will then determine the economics of such
transaction, including all transmission charges and loss
compensation prior to mutual implementation.  

     In the event of an emergency or change in the operating
condition of the supplying Party's source of power which makes
the continued provisions of the General Purpose Energy
transaction uneconomical for the supplying Party, the supplying
Party shall be under no obligation to continue the supply of
General Purpose Energy for more than three (3) hours after it has
notified the purchasing Party of its intention to discontinue
such supply unless otherwise mutually agreed upon by both Parties
at the start of the scheduled delivery of General Purpose Energy. 
Upon notice from the supplying Party of its intent to discontinue
service, the purchasing Party will use its best efforts to
release the supplying Party from any obligation of continuing the
supply of General Purpose Energy as soon as possible within the
three (3) hour, or previously agreed to, notification period.

     2.04 Reliability.  General Purpose Energy shall not be
scheduled in amounts which will overload any transmission
facilities or endanger the operation of the interconnected
systems.  

     2.05 Scheduling.  Prior to scheduling of deliveries, the
Parties, or their designated agent, and all entities providing
transmission services, if any, shall mutually agree upon the
hour-by-hour amounts of to be delivered.

                         ARTICLE III

               Negotiated Capacity Transactions

     3.01 Availability and Compensation.  Each Party may make
Negotiated Capacity available at times and in quantities agreed
upon by the Parties.  Compensation for supply of such Negotiated
Capacity shall be made at the rates described in Exhibit A (IPL
Rates for Sale of General Purpose Energy and Negotiated Capacity
to EPMI) and Exhibit C (EPMI Rates for Sale of General Purpose
Energy and Negotiated capacity to IPL).  The Negotiated Capacity
billing demand for any period shall be taken as equal to the
number of megawatts reserved for such period of Negotiated
Capacity, regardless of whether any associated energy is
scheduled or taken by the purchasing Party.  Also, prior to
implementation of a transaction, the purchasing Party must
declare whether it will pay in cash or return SO2 Allowances in-
kind for the consumption of SO2 Allowances directly attributed to
such Transaction, if any. 

     3.02  Transmission Arrangements and Compensation.  All
arrangements for third party transmission service required to
deliver or receive energy at the delivery points defined in
Section 1.05 will be made by EPMI.  Compensation for such third-
party transmission service, if any, and compensation for line
losses related to such service shall be paid for by the
purchasing Party, unless otherwise agreed.

     3.03 Reliability.  The degree of firmness of the Negotiated
Capacity shall be mutually agreed upon by both Parties at the
time the power is reserved.

     3.04 Scheduling.  During the period that Negotiated
Capacity has been reserved, it shall be the responsibility of the
purchasing Party to schedule in advance the deliveries of energy
associated therewith in accordance with the agreement of the
Parties at the time the capacity is reserved.  Subject to the
provisions of Section 3.01 and 3.02 the supplying Party shall
deliver such energy in amounts up to and including the number of
megawatts reserved.  EPMI, all entities providing transmission
service, if any, and IPL shall confirm and agree upon all
schedules of energy prior to the initiation of service.

     3.05 Reduction of Demand.  Subject to the provisions
established in Section 3.02, the supplying Party may, upon notice
reduce or discontinue the supply of power and energy.  In the
event the power taken is reduced upon the request of the
supplying Party, the demand charge shall be reduced to reflect
such reduction.  If the reservation is daily, the demand charge
per kilowatt for each day during which any such reduction is in
effect shall be reduced by the daily demand rate per kilowatt of
the reduction.  For a weekly transaction, the demand charge for
each day (other that Sunday) shall be reduced by one-sixth (1/6)
of the Supplying Party's weekly demand rate per kilowatt for each
kilowatt of reduction up to a maximum  reduction of the total
demand charge for the week.  For transactions that are longer
than weekly, the Reduction of Demand will be mutually agreed upon
by the Parties at the time of the reservation. 

                         ARTICLE IV

                    General Service Conditions

     4.01 Continuity of Service.  Each party shall exercise
reasonable care, in accordance with sound operating practice, so
as to fulfill its obligations under this Agreement and to
maintain continuity of service consistent with its obligations
under this Agreement.  Neither Party shall be liable to the other
by reason of failure to maintain continuity of service, or any
disturbance caused, by reason of an Uncontrollable Circumstance. 
The term "Uncontrollable Circumstance" means any circumstance or
cause beyond the control of the Party affected, including but not
limited to such causes as failure of facilities, inability to
obtain fuel or other material supplies, flood, earthquake, storm,
lightning, fire, epidemic, war, riot, civil disturbance, labor
disturbance, sabotage, collision, restraint or order of court or
public authority having jurisdiction, whether or not caused or
contributed to, or alleged to have been caused or contributed to,
by negligence of the Party affected, or intentionally caused, if
in a good faith effort to preserve the operating integrity of its
own system or of the interconnected systems.  If continuity of
service becomes interrupted for any reason, the cause of such
interruption shall be removed and normal operating conditions
restored as soon as practicable, except that any labor
disturbance or other difference with any entity not a party to
this Agreement shall be settled at the sole discretion of the
Party directly affected.  Neither Party shall be responsible to
the other Party for any damage or loss of revenue caused by any
such interruption or for any incidental, consequential, punitive,
or other special damages for any claim arising out of this
Agreement.

     4.02 Losses.  The purchasing Party shall be responsible for
all losses associated with the energy scheduled between the
Parties and delivered by the supplying Party to the Point of
Delivery.  Compensation for the  losses shall be established at
the time of reservation.

     4.03 Taxes.  Should any tax be levied or assessed against
either Party by any taxing authority, in addition to such taxes
as may exist, on any capacity and/or energy transaction under
this Agreement, or on the revenue derived therefrom, such tax
shall be added to the net bill under the appropriate rates and
shall be the responsibility of the purchasing Party and any
notice required by the FERC shall be filed with the FERC by the
supplying Party.

     4.04 Third Party Impacts.  The purchasing Party shall be
responsible for losses or other impacts on third-party systems
which are caused by an energy schedule, and/or energy delivered
at and after the Point of Delivery. 

4.05 Unilateral Rate Changes.  Nothing contained herein
shall be construed as affecting in any way the right of either
Party unilaterally to file with the FERC, or to make application
to the Commission, or any successor agency, for a change in this
Agreement, rates, charges, classification of service, or any rule
or regulation relating thereto, under Section 205 or 206 of the
Federal Power Act and the Commission Rules and Regulations
promulgated thereunder.  The non-filing Party shall retain its
right to intervene and/or oppose any unilateral filing of the
other Party.


                         ARTICLE V

                         Billing

     5.01 Billing Period.  The billing period, unless mutually
agreed upon by the Parties, shall be the calendar month.

     5.02 Payment of Bills.  Bills for the net amount shall be
rendered monthly and shall be due fifteen (15) days from last day
of the billing month or ten (days) after receipt of the bill
thereof, whichever is later.   The bill shall set forth the
electric capacity and energy transactions between the Parties
during the month in such detail and in such segregation as may be
needed for operating records and/or for settlement under this
Agreement.

     5.03 Late Payment.  If the bill is not paid on the due date
defined above, the amount due shall be subject to an interest
charge computed at the current prime commercial rate established
by The Chase Manhattan Bank, N.A., New York, New York, plus two
percent (2%), but in no event to exceed the maximum interest
permitted by law, said interest to be calculated from the due
date of the bill to the date of payment.

                         ARTICLE VI

                          General

     6.01 Term.  This Agreement shall have an initial term of
one (1) year starting on the date that it is allowed to become
effective by the FERC.  This Agreement shall continue in effect
until terminated by not less than ninety (90) days' prior written
notice given by one Party to the other.

     6.02 Regulatory Approval.  This Agreement is subject to the
regulation of any governmental regulatory body or bodies having
jurisdiction thereof.  EPMI shall be responsible for any filings
and/or fees to the FERC and/or other regulatory authorities which
have jurisdiction over EPMI in connection with this Agreement.

     6.03 Successors and Assigns.  This Agreement shall inure to
the benefit of and be binding upon the successors and assigns of
the respective Parties.  Unless mutually agreed upon by the
Parties, this agreement may not be assigned by either Party
except to a successor to all or substantially all of the property
and assets of such Party or to a corporation resulting from a
reorganization, merger or consolidation of a Party or to a
corporation resulting from a reorganization, merger or
consolidation of a Party with another corporation or association.

     6.04 Notices.  Any notices, demands or requests required or
authorized by this Agreement, shall be deemed properly given if
mailed, postage prepaid, to ENRON Power Marketing, Inc., 1400
Smith Street, Houston, Texas 77002-7361, attention Vice
President, on behalf of EPMI; and to Indianapolis Power & Light
Company, P.O. Box 1595, Indianapolis, IN 46206-1595, attention
President, on behalf of IPL.

<PAGE>
In Witness Whereof, the Parties have caused this Agreement to be
duly executed as of the day and year first above written.


               INDIANAPOLIS POWER & LIGHT COMPANY


               BY  /s/ Ramon L. Humke
                   President and Chief Operating
                    Officer     

ATTEST:

/s/ Bryan G. Tabler
Senior Vice President,
Secretary and General Counsel




                    ENRON Power Marketing, Inc.

                         
                    BY  /s/ Eric van der Walde
                        Vice President

ATTEST:

/s/ Leslie K. Reeves   




<PAGE>
                                                       
     9/19/95
                            EXHIBIT A
                  INTERCHANGE AGREEMENT BETWEEN
               INDIANAPOLIS POWER & LIGHT COMPANY 
                               AND
                   ENRON POWER MARKETING, INC.

          IPL Rates for Sale of General Purpose Energy
                and Negotiated Capacity to EPMI 

Section 1 - General Purpose Energy

1.01 Compensation for General Purpose Energy delivered by IPL shall be
     at the following rates for each reservation of General Purpose
     Energy:

          For energy supplied by IPL:

          (1)  Up to 110% of IPL's Out-of-Pocket Cost, or if
               power purchased by IPL is used to provide a
               portion such energy, the charge shall be not
               greater than the cost to IPL of such purchased
               power plus one mill per kwh, plus
 
          (2)  At IPL's option, a demand charge of up to 48.2 mills
               per kilowatthour, provided that this element of the
               charge for any one day shall be no more than the
               product of $0.771 times the highest number of
               kilowatts delivered in any hour during the day and
               that the charge for any week shall not exceed $3.86
               times the highest number of kilowatts delivered in
               any hour during the week.

               If IPL opts to add this demand charge, the sum of the
               demand and energy charges for each reservation of
               General Purpose Energy shall not exceed the total of
               the product of the number of kilowatts reserved for
               such reservation times the maximum hourly demand
               charge specified for such  reservation and the
               product of the number of kilowatt-hours supplied for
               such reservation times 110% of the average cost per
               kilowatt-hour of energy generated by IPL's Petersburg
               Unit No. 4 for the last preceding month during which
               it was run.

          (3)  The aggregate instant total capacity of all IPL sales
               under this and other IPL Agreements for which the
               rates charged have been supported on the basis that
               total revenues will not exceed the costs of
               Petersburg No. 4, is limited to 515 MW.

1.02 In no event shall charges for General Purpose Energy be less than
     100% of IPL's OPC.         

1.03 Third party purchase resale transactions are not anticipated.
<PAGE>
                                                       
          9/19/95
                            EXHIBIT A
                  INTERCHANGE AGREEMENT BETWEEN
               INDIANAPOLIS POWER & LIGHT COMPANY 
                               AND
                   ENRON POWER MARKETING, INC.

          IPL Rates for Sale of General Purpose Energy
                 and Negotiated Capacity to EPMI

Section 2 - Negotiated Capacity

2.01 Compensation for Negotiated Capacity service from IPL shall be as
     follows for each specific reservation of Negotiated Capacity
     service:

     (a)  The Negotiated Capacity billing demand for any period shall
          be taken as equal to the number of kilowatts reserved for
          such period as Negotiated Capacity, regardless of whether
          any associated energy is scheduled or taken by EPMI. The
          demand charge per kilowatt reserved shall be:

          (1)  Up to $200.57/kw/year for periods of 1 or more years;
               or

          (2)  Up to $16.71/kw/month for periods of 1 through 12
               months; or

          (3)  Up to $3.86/kw/week for periods of 1 through 12
               weeks; or,

          (4)  Up to $0.771/kw/day for periods of 1 through 6 days,
               but not more than $3.86/kw for any one week.

     (b)  The charge per kilowatthour of associated energy scheduled
          and delivered to the Points of Delivery for service to EPMI
          specified in Section 1.06 of the Interchange Agreement
          shall be up to 110% of IPL's Out-of-Pocket Cost, or if
          power purchased by IPL is used to provide a portion such
          energy, the charge shall be not greater than the cost to
          IPL of such purchased power plus one mill per kwh.

     (c)  Notwithstanding the rates stated above, the sum of the
          demand and energy charges for each specific Negotiated
          Capacity service reservation made shall not exceed the
          total of the product of the number of kilowatts reserved
          times the maximum demand charges specified above and the
          product of the number of kilowatt-hours supplied for such
          reservation times 110% of the average cost per kilowatt-
          hour generated by IPL's Petersburg Unit No. 4 for the last
          preceding month during which it was run.
<PAGE>
                                                       
          9/19/95
                            EXHIBIT A
                  INTERCHANGE AGREEMENT BETWEEN
               INDIANAPOLIS POWER & LIGHT COMPANY 
                               AND
                   ENRON POWER MARKETING, INC.

          IPL Rates for Sale of General Purpose Energy
                and Negotiated Capacity to EPMI 

     (d)  The aggregate instant total capacity of all IPL sales under
          this and other IPL Agreements for which the rates charged
          have been supported on the basis that total revenues will
          not exceed the costs of Petersburg No. 4, is limited to 515
          MW.

     (e)  In no event shall charges for Negotiated Capacity and
          associated energy be less that 100% of IPL's OPC.

2.02 Upon request by EPMI, an estimate of energy charges will be given
     prior to the scheduling of energy, and EPMI will be notified of
     any significant changes to that price.  Further, by mutual
     agreement and for specified time durations, energy prices may be
     agreed upon in advance.

2.03 Third party purchase resale transactions are not anticipated.


<PAGE>
                                                       
          9/19/95
                            EXHIBIT B
                  INTERCHANGE AGREEMENT BETWEEN
               INDIANAPOLIS POWER & LIGHT COMPANY 
                               AND
                   ENRON POWER MARKETING, INC.    

          IPL Recovery of the Incremental Cost of SO2 Emission Allowances
as Included in Section 1.02 of Article I, Deliveries and Definitions
                  of this Interchange Agreement

Section 1. - Compensation for SO2 Allowances
          
     The Buyer shall compensate IPL for the consumption of Sulfur
     Dioxide Emissions Allowances (SO2 Allowances) directly attributed
     to electric energy sales by IPL to Buyer under this Agreement. 
     Such compensation shall, at Buyer's option, be made by either
     supplying IPL with the number of SO2 Allowances directly
     attributed to such energy sales, or by reimbursing IPL for the
     incremental cost of such number of SO2 Allowances, rounded to the
     nearest whole SO2 Allowance.

     If Buyer opts to reimburse IPL in cash for SO2 Allowances
     associated with Buyer's energy purchases for the month, the cash
     amount due at billing will be determined by multiplying the
     number of SO2 Allowances attributed to the sale by the
     incremental cost of the SO2 Allowances, as determined in Section
     2.2, at the time of the sale.

     If Buyer opts to reimburse IPL in SO2 Allowances, Buyer will
     record or transfer to IPL's account, the number of SO2 Allowances
     calculated below, at the time cash settlement for the energy is
     due.  In all cases, Buyer will transfer to IPL's account the
     number of SO2 Allowances due IPL for the calendar year no later
     than January 15 of the following year.  "Transfer to IPL's
     account" shall mean, for the purposes of this section, the
     transfer by the USEPA of the requisite number of SO2 Allowances
     to IPL's Allowance Tracking System account and the receipt by IPL
     of the Allowance Transfer Confirmation.

<PAGE>
Section 2. - Determination of SO2 Allowances Due IPL

     2.1 - Number of SO2 Allowances

     The number of SO2 Allowances directly attributed to an energy
     sale made by IPL shall be determined for each hour, by
     determining the contribution from each of the unit(s) from which
     the energy sale is being made for that hour.  For each unit, the
     emission rate in pounds of SO2 per million BTU will be determined
     each month, from fuel sulfur content, control equipment
     performance, and continuous emissions monitoring data.  The
     emission rate and the unit heat rate will be used to determine
     the SO2 Allowances used per megawatt-hour (MWH).  The energy from
     each unit attributable to the sale, and the SO2 Allowances per
     MWH for each unit, will be used to determine the number of SO2
     Allowances attributable to the sale.

<PAGE>
               9/19/95
                            EXHIBIT B
                  INTERCHANGE AGREEMENT BETWEEN
               INDIANAPOLIS POWER & LIGHT COMPANY 
                               AND
                   ENRON POWER MARKETING,INC.

   Recovery of the Incremental Cost of SO2 Emission Allowances
as Included in Section 1.02 of Article I, Deliveries and Definitions
                  of this Interchange Agreement

     2.2 - Cost of SO2 Allowances

     The incremental SO2 Allowance cost used to determine economic
     dispatch of IPL's generating units in any month, will also be the
     basis used to determine compensation for IPL's energy sales.  The
     incremental SO2 Allowances cost, in dollars per ton of SO2, shall
     be determined each month and will be based on the Cantor
     Fitzgerald offer price for SO2 Allowances, or if such is not
     available, then another nationally recognized SO2 Allowance
     trading market price index, at the beginning of the month.  The
     SO2 Allowance value may be changed at any time during the month
     to reflect the more current incremental cost, or market price,
     for SO2 Allowances.  Buyer will be notified of the new SO2
     Allowance value prior to dispatch of IPL energy to Buyer.




<PAGE>
                                                       
          9/19/95
                            EXHIBIT C
                  INTERCHANGE AGREEMENT BETWEEN
               INDIANAPOLIS POWER & LIGHT COMPANY 
                               AND
                   ENRON POWER MARKETING, INC.

          EPMI Rates for Sale of General Purpose Energy
                 and Negotiated Capacity to IPL


                   ENRON POWER MARKETING, INC.
              F.E.R.C. ELECTRIC RATE SCHEDULE NO. 1

1.   Availability:  Enron Power Marketing, Inc. makes electric energy
and capacity available under this Rate Schedule for wholesale sales to
purchasers with whom Enron Power Marketing, Inc. has contracted.

2.   Applicability: This Rate Schedule is applicable to all sales
of electric energy or capacity by Enron Power Marketing, Inc. not
otherwise subject to a particular Rate Schedule of Enron Power
Marketing, Inc.

3.   Rates::  All sales shall be made at rates established by
agreement between the purchaser and Enron Power Marketing, Inc.

4.   Other Terms and Condiditons:  All other terms and conditions of
sale shall be established by agreement between purchaser and Enron
Power Marketing, Inc.

5.   Effective Date:  This Rate Schedule is effective on and after
December 2, 1993.